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1、TECHNOLOGY M Premium calculated based on offer price at announcement compared to the 1-day and 1-month unaffected pre-announcement trading price41%50%1-day1-month37%37%1-day1-month34%43%1-day1-month30%41%1-day 1-month Technology M includes rank eligible deals greater than $10mm 1Represents median 1-
2、month premiums for deals $100mm involving a U.S. partyStrong financial sponsor activity in technology, led by software take privates In addition to traditional investing, private equity funds continue to explore alternative paths to deploy capital, including taking minority stakes and investing in p
3、rivate and public entities to support both organic and inorganic activity Technology fi nancial sponsor M&A was down 36% in volume versus 2015, down 13% when adjusted to exclude the privatization of EMC Technology represented 20% of all sponsor M&A activity vs 24% in 2015 Notable buyouts were Dell S
4、oftware (Francisco/Elliott), Qlik Technologies (Thoma Bravo), Marketo (Vista), Epicor (KKR) and Optiv (KKR)U.S. technology U.S. all industries 46% 32% 30% 36% 25% 28% 29% 33% 2013 2014 2015 2016 Global financial sponsor technology M&A activity ($bn) $95 $89 $245 $157 2013 2014 2015 2016 Cloud/AppsVe
5、rtical softwareSecurityLegacy softwareInfrastructureCommunicationBig data analytics# software transactions111076432# strategic8834431Mean FV/Rev 1-yr fwd7.1x4.7x4.0x2.6x4.8x3.4xN/A# sponsor3242001Mean FV/Rev 1-yr fwd6.4x2.6x3.9x3.7xN/AN/A3.7x1-month premiumAcquirer/ target:1-year forward revenue gro
6、wth: Announcement date: 70% 67% 63% 59% 55% 51% May 31, 2016April 18, 2016 June 1, 201625% 22% 26% 12% 20% 12% Nov 20, 2016June 13, 2016May 2, 2016Technology M&A |7Confidential & Proprietary to JPMorgan Chase & Co. Not to be Copied or Distributed without the Express Written Permission of JPMorgan Ch
7、ase & Co. 2017 JPMorgan Chase & Co. All Rights Reserved.79 96 98 2014 2015 LTM 2016 40% 51% 47% 60% 49% 53% 2014 2015 Q1 Q3 2016 At least 1 seat for activist Ongoing activist pressure: Activist tactics continue to evolve as landscape shiftsPlateau in success of activist campaigns resulting in board
8、seatsSources: SharkRepellent, press articles, as of December 31, 2016 1 Represents the following campaign types: Board control and representation, enhance corporate governance, maximize shareholder value, remove director(s), remove officer(s) and vote/activism against a mergerActivist campaigns resu
9、lting in settlement agreements1Activist campaigns resulting in Board representation as a % of completed campaigns1Spectrum of demands span across large caps but the focus remains on restructuring and operationsBalance sheet campaigns are decliningEnhanced focus on pushing for sales/breakups at mid-c
10、ap companiesGrowth internationally given peak valuations and diminishing vulnerability in the U.S.Continue to campaign against M&A up 73% in 2016 versus 2015Confidential & Proprietary to JPMorgan Chase & Co. Not to be Copied or Distributed without the Express Written Permission of JPMorgan Chase & C
11、o. 2017 JPMorgan Chase & Co. All Rights Reserved.8 | Technology M&AJ.P. Morgan leadership across large and mid-cap clientsSelect J.P. Morgan Technology transactionsSource: Dealogic as of December 31, 2016 Note: Tombstones are ordered as of completion date with the exception of Pending dealsPending $
12、2.5bnAcquiredPending $8.8bnAcquired byPending $4.5bnAcquiredPending $8.8bnAcquiredSoftware BusinessJanuary 2017 $0.9bnAcquired byPending $3.7bnAcquired byPending $3.2bnAcquired byPending $2.7bnAcquired byPending $0.8bnAcquired byNovember 2016 $3.0bnAcquiredPending $4.8bnOperating BusinessAcquired by
13、Pending $5.1bnAcquiredDecember 2016 $2.8bnAcquired bySeptember 2016 $3.3bnAcquiredSeptember 2016 $1.2bnAcquired bySeptember 2016 $65.7bnAcquiredAugust 2016 $9.8bnAcquired by October 2016 $3.6bnAcquired byAugust 2016 $1.0bnAcquiredJuly 2016 $1.0bnAcquired byJuly 2016 $6.2bnAcquired byJuly 2016 $9.1bn
14、Acquired byMay 2016 $18.2bnAcquiredAugust 2016 $4.7bnAcquiredJune 2016 $23.3bnAcquiredEuropeApril 2016 $4.5bnAcquired byApril 2016 $1.9bnAcquired byApril 2016 $3.6bnAcquiredMarch 2016 $5.8bnAcquiredMarch 2016 $1.4bnAcquiredFebruary 2016 $4.5bnAcquired byFebruary 2016 $5.8bnAcquired byJanuary 2016 $7
15、.4bnAcquired byJanuary 2016 $1.9bnAcquired byHua CapitalFebruary 2016 $36.6bnAcquired byJanuary 2016 $2.2bnAcquired byTechnology M&A |9Confidential & Proprietary to JPMorgan Chase & Co. Not to be Copied or Distributed without the Express Written Permission of JPMorgan Chase & Co. 2017 JPMorgan Chase
16、 & Co. All Rights Reserved.Appendix Technology M&A transactions in 2016Software transactions in 2016 ( $300mm)Announcement dateTargetAcquirerDeal value ($mm)12/8/163M (Identity Management Business)Gemalto85012/7/16Fidelity National Information Services (SunGard Public Sector and Education unit)Vista Equity85012/6/16IntraLinksSynchronoss Technologies85312/1/16AutomicCA Technologies63711/21/16DynOracle65011/20/16LifelockSymantec2,51311/14/16Mentor GraphicsS
